DEFA14A: Take-Two Clarifies 2025 Annual Meeting Voting Standards

Take-Two Interactive Software, Inc. issued a supplement to its 2025 Proxy Statement to clarify voting standards for key proposals at its upcoming Annual Meeting.

Summary

• This filing is a supplement to Take-Two Interactive Software, Inc.'s Proxy Statement dated July 28, 2025, for the 2025 Annual Meeting of Shareholders (the Annual Meeting) scheduled for September 18, 2025.
• The supplement specifically updates and clarifies the disclosure regarding the voting standard applicable to Proposal 3 (Approval of an Amendment and Restatement of the Amended and Restated 2017 Stock Incentive Plan) and Proposal 2 (Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers).
• A 'FOR' vote by the holders of a majority of the shares present in person or represented by proxy and entitled to vote is required for: non-binding advisory approval of executive compensation, approval of the 2017 Plan amendment, ratification of Ernst & Young, and approval of any shareholder proposal.
• Abstentions will be deemed present and entitled to vote, effectively having the effect of a vote 'against' proposals related to executive compensation, the 2017 Plan, Ernst & Young ratification, and any shareholder proposal, but will have no effect on director election proposals.
• Broker non-votes will have no effect on matters where brokers do not have discretionary voting authority, except for the ratification of the appointment of Ernst & Young, where brokers will have discretion to cast votes.
• Both abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.
• Shareholders who have already voted do not need to take any further voting action due to this announcement, but retain the right to revoke their proxy and change their vote at any time before the polls close at the Annual Meeting.

Sentiment

Score: 5

Explanation: The filing is a neutral, procedural clarification of voting standards for an upcoming shareholder meeting. It does not contain information that would significantly alter the company's financial outlook, operational performance, or strategic direction.

Future Outlook

The 2025 Annual Meeting of Shareholders will be held virtually on September 18, 2025, at 9:00 a.m. Eastern Time, accessible at www.virtualshareholdermeeting.com/TTWO2025.

Management Comments

• "It is important that you read the proxy materials that were previously distributed, and we strongly encourage you to vote in advance of the Annual Meeting, even if you are planning to attend."
• "If you have already voted, you do not need to take any further voting action because of this announcement."

Industry Context

This filing represents a standard procedural update for a publicly traded company, ensuring compliance with SEC disclosure requirements and providing clarity to shareholders regarding voting mechanics. It does not reflect broader industry trends but rather specific corporate governance practices.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides clearer guidance on how votes, particularly abstentions and broker non-votes, will be counted for specific proposals at the Annual Meeting, ensuring more informed participation and understanding of voting outcomes.

Next Steps

• Shareholders are encouraged to read the previously distributed proxy materials in conjunction with this supplement.
• Shareholders are strongly encouraged to vote in advance of the Annual Meeting.
• Shareholders may revoke their proxy and change their vote at any time before the polls close at the Annual Meeting.
• The virtual Annual Meeting will be accessible at www.virtualshareholdermeeting.com/TTWO2025 on September 18, 2025.

Key Dates

Keywords

Take-Two Interactive, TTWO, Proxy Statement, Shareholder Meeting, Voting Standards, Corporate Governance, Executive Compensation, Stock Incentive Plan, Ernst & Young, SEC Filing